Common use of Duration, Amendment and Termination Clause in Contracts

Duration, Amendment and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 9, this Agreement shall remain continue in effect until two years from the date of execution, hereof and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial two year period shall be specifically approved at least annually by vote of the Trustees or by vote of a majority of the outstanding voting securities of the Portfolio and the Fund. (b) This Agreement may be modified by the written Agreement of the Adviser and the Portfolio, such consent on the part of the Portfolio to be authorized by vote of a majority of the outstanding voting securities of the Portfolio and the Fund if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other party that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 9, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Adviser or the Portfolio may, at any time on sixty (60) days' prior written notice to the other party, terminate this Agreement, without payment of any penalty, and (b) by in the Trustees case of the Trust Portfolio, by action of its Trustees, or by vote of a majority of the its outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. securities. (e) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser nor the Trust from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Portfolio in the possession of the Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Portfolio as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from the date of execution, hereof and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial two year period shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio and the Authorized Investors. (b) This Agreement may be modified by the written agreement of the Adviser, the Sub-Adviser and the Portfolio, such consent on the part of the Portfolio to be authorized by vote of a majority of the outstanding voting securities of the Portfolio and the Authorized Investors if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, and (b) by in the Trustees case of the Trust Portfolio, by action of its Board of Trustees, or by vote of a majority of the its outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. securities. (e) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser nor the Sub-Adviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Portfolio in the possession of the Sub-Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Portfolio as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from date of executionJune 1, 2004 and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial period shall be specifically approved at least annually by vote of the Trustees or by vote of a majority of the outstanding voting securities of the Portfolio and the Authorized Investors. (b) This Agreement may be modified by the written agreement of the Adviser, the Sub-Adviser and the Trust, such consent on the part of the Trust to be authorized by vote of a majority of the outstanding voting securities of the Portfolio if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained in the manner required by law and by this Agreement. (c) In addition to the requirements of paragraphs (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Each of the Adviser, the Sub-Adviser or the Trust may, at any time on not less than sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, and (b) in the case of the Trust, such action may be taken by the Trustees of the Trust Trustees, or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of it's the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. Portfolio. (e) This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser nor the Sub-Adviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Trust in the possession of the Sub-Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Trust as soon as reasonably practicable after the termination of this Agreement, provided however, that the Sub-Adviser shall be permitted to keep copies of all such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Actrecords.

Duration, Amendment and Termination. a. This Agreement shall not take effect unless it has been approved (a) by a vote of a majority of the members of the Board, including a majority of the Board members who are not “interested persons,” as defined in the 1940 Act (“Independent Board Members”), cast in person at a meeting called for the purpose of voting on such approval and, as may be required by the 1940 Act and (b) by vote of a majority of that Fund’s outstanding voting securities. This Agreement, unless sooner terminated as provided herein, shall remain in effect until continue for two years after its initial approval (as set forth above) and shall continue from date of execution, and year to year thereafter, for periods of one year so long as provided that each such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such partyIndependent Board Members, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or Board or, with respect to any given Fund, by a vote of a majority of the such Fund’s outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereundersecurities. The foregoing requirement requirement, that continuance of this Agreement be "“specifically approved at least annually" ,” shall be construed in a manner consistent with the 1940 Act and the rules rules, regulations and regulations exemptions thereunder. ; provided however, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised or relaxed by a rule, regulation, interpretation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, interpretation or order. b. This Agreement may be modified amended in writing signed by mutual consent subject the parties to the provisions of Section 15 Agreement in a manner that is in accordance with applicable laws, rules and regulations and any exemptive relief obtained from the SEC. Any amendment to this Agreement shall become effective with respect to a Fund upon approval of the 1940 ActAdvisor, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust Trust, including a majority of the Independent Board Members or by vote interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval or a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to Fund, if required under the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. 1940 Act. c. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, in the event of a termination of the Advisory Agreement with the Trust upon notice to the other party at any office of such partySub-Advisor. As used in this Section 128, the terms "“assignment," "interested persons," ” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions exceptions as may be granted by the Commission SEC under said the 1940 Act. d. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty: i. By vote of a majority of the Board, or by vote of a majority of the outstanding voting securities of the Fund, or by the Advisor, in each case, upon sixty (60) days’ written notice to the Sub-Advisor; ii. By the Advisor upon breach by the Sub-Advisor of any representation or warranty contained in Section 7 hereof, which shall not have been cured within twenty (20) days of the Sub-Advisor’s receipt of written notice of such breach; iii. By the Advisor immediately upon written notice to the Sub-Advisor if the Sub-Advisor becomes unable to discharge its duties and obligations under this Agreement; or iv. By the Sub-Advisor upon ninety (90) days’ written notice to the Advisor and the Board.

Duration, Amendment and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; the Trust, provided, however, that if the shareholders of any Portfolio the Trust fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Investment Company Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Investment Company Act and the rules and regulations thereunder. This No amendment to this Agreement may shall be modified effective unless the terms thereof have been approved by mutual consent subject the vote of a majority of outstanding shares of the Trust as prescribed by the Investment Company Act and by vote of a majority of the Trustees of the Trust who are not parties to the provisions Agreement or interested persons of Section 15 any such party, cast in person at a meeting called for the purpose of voting on such approval. It shall be the duty of the 1940 Act, as modified by or interpreted by any applicable order or orders Trustees of the U.S. Securities Trust to request and Exchange Commission (evaluate, and the "Commission") or duty of the Investment Manager to furnish, such information as may reasonably be necessary to evaluate the terms of this Agreement and any rules or regulations adopted by, or interpretative releases of, the Commissionamendment thereto. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Trust on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 1211, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Investment Company Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration, Amendment and Termination. This Agreement, unless sooner terminated Agreement shall become effective as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) to a Portfolio upon its approval by the vote Board of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided. This Agreement shall continue in effect for a period of more than two years from the date that the Investment Manager began providing services hereunder only so long as continuance is specifically approved at least annually in conformance with the Investment Company Act, however, that if the shareholders of any a Portfolio fail to approve the Agreement as provided herein, the Adviser Investment Manager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Investment Company Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Investment Company Act and the rules and regulations thereunder. This No amendment to this Agreement may shall be modified effective unless the terms thereof have been approved by mutual consent subject the vote of a majority of outstanding shares of the Trust as prescribed by the Investment Company Act and by vote of a majority of the Trustees of the Trust who are not parties to the provisions Agreement or interested persons of Section 15 any such party, cast in person at a meeting called for the purpose of voting on such approval. It shall be the duty of the 1940 Act, as modified by or interpreted by any applicable order or orders Trustees of the U.S. Securities Trust to request and Exchange Commission (evaluate, and the "Commission") or duty of the Investment Manager to furnish, such information as may reasonably be necessary to evaluate the terms of this Agreement and any rules or regulations adopted by, or interpretative releases of, the Commissionamendment thereto. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Trust on not less than 30 days nor more than 60 days written notice to the AdviserInvestment Manager, or by the Adviser Investment Manager at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 1211, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Investment Company Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from the date of execution, hereof and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial two year period shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio and the Authorized Investors. (b) This Agreement may be modified by the written agreement of the Adviser, the Sub-Adviser and the Portfolio, such consent on the part of the Portfolio to be authorized by vote of a majority of the outstanding voting securities of the Portfolio and the Authorized Investors if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Adviser, the Sub-Adviser of the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, and (b) by in the Trustees case of the Trust Portfolio, by action of its Board of Trustees, or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. its (e) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser nor the Sub-Adviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Portfolio in the possession of the Sub-Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Portfolio as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. a. This Agreement shall not take effect unless it has been approved (a) by a vote of a majority of the members of the Board, including a majority of the Independent Board Members, cast in person at a meeting called for the purpose of voting on such approval and, as may be required by the 1940 Act and (b) by vote of a majority of that Fund’s outstanding voting securities. This Agreement, unless sooner terminated as provided herein, shall remain in effect until continue for two years after its initial approval (as set forth above) and shall continue from date of execution, and year to year thereafter, for periods of one year so long as provided that each such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such partyIndependent Board Members, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or Board or, with respect to any given Fund, by a vote of a majority of the such Fund’s outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereundersecurities. The foregoing requirement requirement, that continuance of this Agreement be "“specifically approved at least annually" ,” shall be construed in a manner consistent with the 1940 Act and the rules rules, regulations and regulations exemptions thereunder. ; provided however, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised or relaxed by a rule, regulation, interpretation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, interpretation or order. b. This Agreement may be modified amended in writing signed by mutual consent subject the parties to the provisions Agreement in a manner that is in accordance with applicable laws, rules and regulations and any exemptive relief obtained from the SEC. Any amendment to this Agreement shall become effective with respect to a Fund upon approval of Section 15 the Advisor, the Board, including a majority of the Independent Board Members or interested persons of any such party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval or a majority of the outstanding voting securities of the Fund, if required under the 1940 Act. c. Any approval, as modified by amendment or interpreted by termination of this Agreement with respect to a Fund will not require the approval of any applicable order other Fund or orders the approval of a majority of the U.S. Securities outstanding voting securities of the Trust, unless such approval is required by applicable law. d. This Agreement shall automatically and Exchange Commission (immediately terminate in the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. event of its assignment. e. This Agreement may be terminated as with respect to any Portfolio Fund at any time, without the payment of any penalty penalty, by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of that Fund, or by the Portfolio Advisor, in each case on not less than 30 days days’ nor more than 60 days days’ prior written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from the date of execution, hereof and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial two year period shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio and the Fund. Unless the Sub-Adviser receives a written notice of termination, the Sub-Adviser shall be entitled to presume without further inquiry that all consents or approvals required by Section 15 of the 1940 Act with respect to the continuation of the Agreement have been obtained. (b) This Agreement may be modified by the written agreement of the Adviser, the Sub-Adviser and the Portfolio, such consent on the part of the Portfolio to be authorized by vote of a majority of the outstanding voting securities of the Portfolio and the Fund if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. Upon execution by the Sub-Adviser of any modification or amendment agreement, the Sub-Adviser shall be entitled to presume without further inquiry that all consents or approvals required by Section 15 of the 1940 Act with respect to such modification or amendment have been obtained. (d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, and (b) by in the Trustees case of the Trust Portfolio, by action of its Board of Trustees, or by vote of a majority of the its outstanding voting securities securities. Upon receipt by the Sub-Adviser of each a termination notice from the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified entitled to presume without further inquiry that all consents or approvals required by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission Act with respect to such termination have been obtained. (the "Commission"e) or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser nor the Sub-Adviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Portfolio in the possession of the Sub-Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Portfolio as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from the date of execution, hereof and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial two year period shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio and the Authorized Investors. (b) This Agreement may be modified by the written agreement of the Adviser, the Sub-Adviser and the Portfolio, such consent on the part of the Portfolio to be authorized by vote of a majority of the outstanding voting securities of the Portfolio and the Authorized Investors if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Adviser, the Sub-Adviser of the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, and (b) by in the Trustees case of the Trust Portfolio, by action of its Board of Trustees, or by vote of a majority of the its outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. securities. (e) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser nor the Sub-Adviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Portfolio in the possession of the Sub-Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Portfolio as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from the date of execution, hereof and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial two year period shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio and the Authorized Investors. (b) This Agreement may be modified by the written agreement of the Adviser, the Sub-Adviser and the Portfolio, such consent on the part of the Portfolio to be authorized by vote of a majority of the outstanding voting securities of the Portfolio and the Authorized Investors if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, and (b) by in the Trustees case of the Trust Portfolio, by action of its Board of Trustees, or by vote of a majority of the its outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereundersecurities. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. 4 (e) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser nor the Sub-Adviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Portfolio in the possession of the Sub-Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Portfolio as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from date of executionApril 30, 2004 and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial two year period shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities. (b) This Agreement may be modified by the written agreement of the Adviser, and the Trust on behalf of any Fund, such consent on the part of each Fund to be authorized by vote of a majority of the outstanding voting securities of that Fund if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) The Trust may, and at any time, upon sixty (b60) days' prior written notice to the Adviser, terminate this Agreement as to any Fund, without payment of any penalty, by the Trustees action of the Trust its Board of Trustees, or by vote of a majority of the that Fund's outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereundersecurities. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 ActAdviser may, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days upon sixty (60) days' prior written notice to the Trust. , terminate this Agreement, without payment of any penalty. (e) This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Trust in the possession of the Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Trust as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become ------------------------------------ effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, approval and by a vote of the Trustees or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and the shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or This Agreement: (i) may at any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may time be terminated as to any Portfolio at any time, without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any ; and (iii) may be terminated by the Sub-Adviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested, three (3) days after placement in the United States mail, to the addresses below: If to Investment Adviser: First Tennessee Bank National Association c/o C. Xxxxxxx Xxxxx, III Senior Vice President 0000 Xxxxxx Xxxxxx, Xxxxx X-0 Xxxxxxx, Xxxxxxxxx 00000 [_] With a copy to: Xxx Xxxxx, Esq. Martin, Tate, Xxxxxx & Xxxxxxx, P.C. 00 Xxxxx Xxxxx Xxxxxx, xx xx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: First Tennessee Investment Management, Inc. c/o: Xxxxxxx X. Xxxxxx Oak Court Center 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the Sub-Adviser, cast case in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees securities of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or This Agreement: (i) may at any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may time be terminated as to any Portfolio at any time, without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any : and (iii) may be terminated by the Sub-Adviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested, three (3) days after placement in the United States mail, to the addresses below: If to Investment Adviser: First Tennessee Bank National Association c/o C. Dougxxx Xxxxx, XXI Senior Vice President and Manager 530 Xxx Xxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 With a copy to: Adelxx X. Xxxxx, Xxq. Vice President and Counsel First Tennessee Bank National Association 165 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: BlackRock Institutional Management Corporation c/o Thomxx X. Xxxxx 400 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 If to Trust: First Funds c/o Russxxx Xxxx 370 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 With a copy to: Desixxx X. Xxxxxxxx, Xxq. Baker, Donelson, Bearman & Caldxxxx 165 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxxx 00000

Duration, Amendment and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, pursuant to the other party at any office Section 14 of such partythis Agreement. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become ------------------------------------ effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, approval and by a vote of the Trustees or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and the shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or This Agreement: (i) may at any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may time be terminated as to any Portfolio at any time, without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any ; and (iii) may be terminated by the Sub-Adviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested, three (3) days after placement in the United States mail, to the addresses below: If to Investment Adviser:Garland Capital Management c/o C. Xxxxxxx Xxxxx, III Senior Vice President 0000 Xxxxxx Xxxxxx, Xxxxx X-0 Xxxxxxx, Xxxxxxxxx 00000 [_] [_] With a copy to: Xxx Xxxxx, Esq. Martin, Tate, Xxxxxx & Xxxxxxx, P.C. 00 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: PNC Institutional Management Corporation c/o: Xxxxxx X. Xxxxx 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 If to Trust: The Masters Group of Mutual Funds x/x Xxxxxx X. Xxxxx, Esq. Secretary 00 Xxxxxxxxxx Xxxxxx X0X Xxxxxx, Xxxxxxxxxxxxx 00000 With a copy to: Xxxxxx X. Xxxxxxxxxxxxx, Esq. Heiskell, Donelson, Bearman, Adams, Xxxxxxxx & Xxxxxx 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxx 00000

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from date of executionApril 30, 2004 and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial term shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities. (b) This Agreement may be modified by the written agreement of the Subadviser, the Adviser and the Trust on behalf of the Funds, such consent on the part of the Funds to be authorized by vote of a majority of the outstanding voting securities of the Funds if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) The Subadviser, the Adviser or the Trust may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, and (b) by in the Trustees case of the Trust Trust, by action of its Board of Trustees, or by vote of a majority of the its outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. securities. (e) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will shall terminate automatically and immediately terminate in the event of its assignmentassignment or termination of the Investment Adviser Agreement. Any In addition, the Adviser shall have the right to terminate this Agreement upon immediate notice with the Subadviser becomes statutorily disqualified from performing its duties under this Agreement or otherwise is legally prohibited from operating as an investment adviser. (f) Termination of this Agreement shall not relieve the Subadviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Trust in the possession of the Subadviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Trust as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the Sub-adviser, cast in person at a meeting called for the purpose of voting on such approval, approval and by a vote of the Trustees or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and the shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement Agreement: (i) may be terminated as to any Portfolio at any time, time he terminated without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any ; and (iii) may be terminated by the Sub-adviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested, three (3) days after placement in the United States mail, to the addresses below If to Investment Adviser: First Tennessee Bank National Association c/o C. Dougxxx Xxxxx, XXI Senior Vice President and Manager 530 Xxx Xxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 With a copy to: Adelxx X. Xxxxx, Xxq. Vice President and Counsel First Tennessee Bank National Association 165 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: BlackRock Institutional Management Corporation c/o Thomxx X. Xxxxx 400 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 If to Trust: First Funds c/o Russxxx Xxxx 370 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 With a copy to: Desixxx X. Xxxxxxxx, Xxq. Baker, Donelson, Bearman & Caldxxxx 165 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxxx 00000

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the SubAdviser, cast in person at a meeting called for the purpose of voting on such approval, approval and by a vote of the Trustees or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and the shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or This Agreement: (i) may at any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may time be terminated as to any Portfolio at any time, without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any ; and (iii) may be terminated by the SubAdviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested, three (3) days after placement in the United States mail, to the addresses below: If to Investment Adviser: First Tennessee Bank National Association c/o C. Dougxxx Xxxxx, XXI Senior Vice President and Manager 530 Xxx Xxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 With a copy to: Adelxx X. Xxxxx, Xxq. Vice President and Counsel First Tennessee Bank National Association 165 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: Highland Capital Management Corp. c/o Stevx Xxxxxxx 6077 Xxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Trust: First Funds c/o Russxxx Xxxx 370 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 With a copy to: Desixxx X. Xxxxxxxx, Xxq. Baker, Donelson, Bearman & Caldxxxx 165 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxxx 00000

Duration, Amendment and Termination. This Agreement, unless sooner terminated Agreement shall become effective as provided herein, of the date executed and shall remain in full force and effect until two years for the lesser of (i) the period from the effective date through the date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote approval of a majority of those Trustees of new investment advisory agreement between the Adviser and the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Portfolios, or (ii) 150 days; provided, however, that if the shareholders of any Portfolio the Portfolios fail to approve the Agreement as provided hereina new investment advisory agreement, the Adviser may continue to serve hereunder in the manner and as to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed Portfolios in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio the Portfolios at any time, without the payment of any penalty penalty, on ten (10) days written notice, by (i) the majority vote of the Trustees, including a majority vote of the Board of such Trustees who are not interested persons of the Trust or by the Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the TrustPortfolios. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become ------------------------------------ effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, approval and by a vote of the Trustees or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and the shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or This Agreement: (i) may at any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may time be terminated as to any Portfolio at any time, without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any ; and (iii) may be terminated by the Sub-Adviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested three (3) days after placement in the United States mail, to the addresses below: If to Investment Adviser: First Tennessee Bank National Association c/o C. Xxxxxxx Xxxxx, III Senior Vice President 0000 Xxxxxx Xxxxxx, Xxxxx X-0 Xxxxxxx, Xxxxxxxxx 00000 [_] [_] With a copy to: Xxx Xxxxx, Esq. Martin, Tate, Xxxxxx & Xxxxxxx, P.C. 00 Xxxxx Xxxxx Xxxxxx, xx xx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: First Tennessee Investment Management, Inc. c/o: Xxxxxxx X. Xxxxxx Oak Court Center 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, approval and by a vote of the Trustees or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and the shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or This Agreement: (i) may at any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may time be terminated as to any Portfolio at any time, without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any ; and (iii) may be terminated by the Sub-Adviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested, three (3) days after placement in the United States mail, to the addresses below: If to Investment Adviser: First Tennessee Bank National Association c/o C. Dougxxx Xxxxx, XXI Senior Vice President and Manager 530 Xxx Xxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 With a copy to: Adelxx X. Xxxxx, Xxq. Vice President and Counsel First Tennessee Bank National Association 165 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: Highland Capital Management Corp. c/o Stevx Xxxxxxx 6077 Xxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Trust: Financial Investors Variable Insurance Trust c/o Russxxx Xxxx 370 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 With a copy to: Lestxx Xxxxxxxx, Xxq. Davix, Xxxxxx & Xtubxx XXX 1550 00xx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000

Duration, Amendment and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 1211, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.

Duration, Amendment and Termination. This AgreementNo Award shall be granted after June 29, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually 2006 (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio"Expiration Date"); provided, however, that if the terms and conditions applicable to any Award granted prior to such date may thereafter be amended or modified by mutual agreement between the Company and the participant or such other persons as may then have an interest therein. Also, by mutual agreement between the Company and a participant hereunder, under this Plan or under any other present or future plan of the Company, Awards may be granted to such participant in substitution and exchange for, and in cancellation of, any Awards previously granted such participant under this Plan, or any other present or future plan of the Company. The Board may amend the Plan from time to time or terminate the Plan at any time. However, no action authorized by this Section 17 shall reduce the amount of any existing Award or change the terms and conditions thereof without the participant's consent. The approval of the Company's shareholders will be required for any amendment to the Plan which (i) would change the class of persons eligible for the grant of Stock Options as specified in Section 3 or otherwise materially modify the requirements as to eligibility for participation in the Plan, or (ii) would increase the maximum number of shares subject to Stock Options, as specified in Section 5 (unless made pursuant to the provisions of Section 11) or (iii) is required to be approved by the shareholders pursuant to the Code, Section 16 of the Act or by any Portfolio fail stock market or exchange on which the Common Shares are listed. With respect to approve persons subject to Section 16 of the Agreement as provided hereinAct, transactions under the Adviser may continue Plan are intended to serve hereunder in comply with all applicable conditions of Rule 16b-3 or its successors under the manner Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by the 1940 Act law and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or deemed advisable by the Adviser at any time without the payment of any penaltyCommittee. Moreover, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event the Plan does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements, or the price and amount of its assignment. Any notice under this Agreement Awards) shall be given in writing, addressed and delivered, or mailed postpaid, deemed automatically to be incorporated by reference into the other party at any office of such party. As used in this Plan insofar as participants subject to Section 12, the terms "assignment," "interested persons," and a "vote of a majority 16 of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Actare concerned.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from date of executionJune 1, 2006, and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial term shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities. (b) This Agreement may be modified by the written agreement of the Subadviser, the Adviser and the Trust on behalf of the Funds, such consent on the part of the Funds to be authorized by vote of a majority of the outstanding voting securities of the Funds if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) The Subadviser, the Adviser or the Trust may, at any time on sixty (60) days’ prior written notice to the other parties, terminate this Agreement, without payment of any penalty, and (b) by in the Trustees case of the Trust Trust, by action of its Board of Trustees, or by vote of a majority of the its outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. securities. (e) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will shall terminate automatically and immediately terminate in the event of its assignmentassignment or termination of the Investment Adviser Agreement. Any In addition, the Adviser shall have the right to terminate this Agreement upon immediate notice with the Subadviser becomes statutorily disqualified from performing its duties under this Agreement or otherwise is legally prohibited from operating as an investment adviser. (f) Termination of this Agreement shall not relieve the Subadviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Trust in the possession of the Subadviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Trust as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 1210, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, approval and by a vote of the Trustees or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and the shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or This Agreement: (i) may at any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may time be terminated as to any Portfolio at any time, without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any ; and (iii) may be terminated by the Sub-Adviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested, three (3) days after placement in the United States mail, to the addresses below: If to Investment Adviser: First Tennessee Bank National Association c/o C. Dougxxx Xxxxx, XXI Senior Vice President and Manager 530 Xxx Xxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 With a copy to: Adelxx X. Xxxxx, Xxq. Vice President and Counsel First Tennessee Bank National Association 165 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: BlackRock Institutional Management Corporation c/o Thomxx X. Xxxxx 400 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 If to Trust: First Funds c/o Russxxx Xxxx 370 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 With a copy to: Desixxx X. Xxxxxxxx, Xxq. Baker, Donelson, Bearman & Caldxxxx 165 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxxx 00000

Duration, Amendment and Termination. This Agreement, unless sooner terminated Agreement shall become effective as provided herein, of the date executed and shall remain in full force and effect until two years for the lesser of (i) the period from the effective date through the date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote approval of a majority of those Trustees of new investment advisory agreement between the Adviser and the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfoliothe Portfolios, or (ii) 150 days; provided, however, that if the shareholders of any Portfolio the Portfolios fail to approve the Agreement as provided hereina new investment advisory agreement, the Adviser may continue to serve hereunder in the manner and as to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed Portfolios in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Notwithstanding the foregoing, this Agreement may be terminated as to any Portfolio the Portfolios at any time, without the payment of any penalty penalty, on ten (10) days written notice, by (i) the majority vote of the Trustees, including a majority vote of the Board of such Trustees who are not interested persons of the Trust or by the Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the TrustPortfolios. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 1210, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.

Duration, Amendment and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any the Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, approval and by a vote of the Trustees or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and the shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or This Agreement: (i) may at any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may time be terminated as to any Portfolio at any time, without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any ; and (iii) may be terminated by the Sub-Adviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested, three (3) days after placement in the United States mail, to the addresses below: If to Investment Adviser: First Tennessee Bank National Association c/o C. Xxxxxxx Xxxxx, III Senior Vice President and Manager 000 Xxx Xxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 With a copy to: Xxxxxx X. Xxxxx, Esq. Vice President and Counsel First Tennessee Bank National Association 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: Highland Capital Management Corp. c/o Xxxxx Xxxxxxx 0000 Xxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Trust: Financial Investors Variable Insurance Trust c/o Xxxxxxx Xxxx 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 With a copy to: Xxxxxx Xxxxxxxx, Esq. Xxxxx, Xxxxxx & Xxxxxx LLP 0000 00xx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 9, this Agreement shall remain continue in effect as to each Fund until two years from the date of execution, hereof and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial two year period shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of that Fund. (b) This Agreement may be modified by the written agreement of the Adviser, and the Trust on behalf of any Fund, such consent on the part of each Fund to be authorized by vote of a majority of the outstanding voting securities of that Fund if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 9, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Adviser or the Trust may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement as to any Fund, without payment of any penalty, and (b) by in the Trustees case of the Trust Trust, by action of its Board of Trustees, or by vote of a majority of the that Fund's outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. securities. (e) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Trust in the possession of the Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Trust as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. This Agreement, unless sooner terminated (a) Subject to prior termination as provided hereinin sub-section (d) of this Section 10, this Agreement shall remain continue in effect until two years from date of executionJune 1, 2006, and for successive annual periods thereafter, for periods of one year but only so long as the continuance after such continuance thereafter is initial two year period shall be specifically approved at least annually by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities. (b) This Agreement may be modified by the written agreement of the Adviser, and the Trust on behalf of any Fund, such consent on the part of each Fund to be authorized by vote of a majority of the outstanding voting securities of that Fund if required by law. The execution of any such modification or amendment by a party shall constitute a representation and warranty to the other parties that all necessary consents or approvals with respect to such modification or amendment have been obtained. (c) In addition to the requirements of sub-sections (a) and (b) of this Section 10, the terms of any continuance, modification or amendment of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) The Trust may, and at any time, upon sixty (b60) days’ prior written notice to the Adviser, terminate this Agreement as to any Fund, without payment of any penalty, by the Trustees action of the Trust its Board of Trustees, or by vote of a majority of the that Fund’s outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereundersecurities. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 ActAdviser may, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days upon sixty (60) days’ prior written notice to the Trust. , terminate this Agreement, without payment of any penalty. (e) This Agreement will shall terminate automatically and immediately terminate in the event of its assignment. Any notice under . (f) Termination of this Agreement shall not relieve the Adviser from any liability or obligation in respect of any matters, undertakings or conditions which shall not have been done, observed or performed prior to such termination. All records of the Trust in the possession of the Adviser shall be given in writing, addressed and delivered, or mailed postpaid, returned to the other party at any office Trust as soon as reasonably practicable after the termination of such party. As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said ActAgreement.

Duration, Amendment and Termination. (a) This Agreement, unless sooner terminated as provided herein, Agreement shall become ------------------------------------ effective on the date first written above and shall remain in effect until force for a period of two (2) years from date of executionsuch date, and thereafter, for periods of one from year to year thereafter but only so long as such continuance thereafter is specifically approved at least annually by the Investment Adviser, and (ai) by the vote of a majority of those the Trustees of the Trust who are not parties to this Agreement or interested persons of any such partythe Investment Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, approval and by a vote of the Trustees or (bii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each the Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement aforesaid provision that continuance of this Agreement may be continued "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. . (b) This Agreement may be modified amended at any time, but only by mutual consent written agreement between the Investment Adviser and the Sub-Adviser, which amendment is subject to the provisions approval of Section 15 the Trustees and the shareholders of the Trust in the manner required by the 1940 Act, as modified by or interpreted by subject to any applicable exemptive order or orders of the U.S. Securities and Exchange Commission SEC modifying the provisions of the 1940 Act with respect to approval of amendments of this Agreement. (the "Commission"c) or This Agreement: (i) may at any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may time be terminated as to any Portfolio at any time, without the payment of any penalty either by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio Portfolio, on not less than 30 days nor more than 60 days sixty (60) days' written notice to the Sub-Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and (ii) shall immediately terminate in the event of its assignment. Any ; and (iii) may be terminated by the Sub-Adviser on sixty (60) days' written notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. Investment Adviser and by the Investment Adviser on sixty (60) days' written notice to the Sub-Adviser. (d) As used in this Section 12, the terms "assignment," "interested personsperson," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; , subject to such exemptions as may be granted any applicable orders of exemption issued by the Commission under said ActSEC. (e) All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed given, if delivered personally, on the day delivered or if mailed by certified or registered mail, postage prepaid, return receipt requested, three (3) days after placement in the United States mail, to the addresses below: If to Investment Adviser: Garland Capital Management c/o C. Xxxxxxx Xxxxx, III Senior Vice President 0000 Xxxxxx Xxxxxx, Xxxxx X-0 Xxxxxxx, Xxxxxxxxx 00000 [_] [_] With a copy to: Xxx Xxxxx, Esq. Martin, Tate, Xxxxxx & Xxxxxxx, P.C. 00 Xxxxx Xxxxx Xxxxxx, xx xx Xxxxx Xxxxxxx, Xxxxxxxxx 00000 If to Sub-Adviser: Provident Institutional Management Corporation c/o: Xxxxxx X. Xxxxx 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 If to Trust: The Masters Group of Mutual Funds x/x Xxxxxx X. Xxxxx, Esq. Secretary 00 Xxxxxxxxxx Xxxxxx X0X Xxxxxx, Xxxxxxxxxxxxx 00000 With a copy to: Xxxxxx X. Xxxxxxxxxxxxx, Esq. Heiskell, Donelson, Bearman, Adams, Xxxxxxxx & Xxxxxx 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxx 00000

Duration, Amendment and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "“specifically approved at least annually" ” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "“Commission"”) or any rules or regulations adopted by, or interpretative releases of, the Commission. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 12, the terms "“assignment," "” “interested persons," ” and a "“vote of a majority of the outstanding voting securities" ” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.